Legal Structure
Entity relationships and IP
Legal Structure
Legal Structure & Entity Map
Version: 1.0 Last Updated: 2026-01-28 Status: Active Owner: Alem Basic Prepared by: John (Director) + Dženan Rizvanović (Risk & Compliance)
Executive Summary
This document defines the legal structure, entity relationships, ownership, intellectual property rights, liability protection, and capital flows across the organization. It serves as the foundation for all business operations, contracts, and strategic decisions.
Key Entities:
- Basic AS (Norway) — Alem's personal company, NOT involved in Vivacare/LumisCare
- Fast Constructions (USA) — US-facing client company, operates LumisCare
- SnowIT (Bosnia) — Development company, builds products, employs team
- LumisCare — Product brand (healthcare software)
- John — AI Director (operational entity, not legal)
1. Entity Registry
1.1 Basic AS (Norway)
| Attribute | Detail |
|---|---|
| Legal Name | Basic AS |
| Jurisdiction | Norway |
| Registration | Norwegian company registry |
| Owner | Alem Basic (100%) |
| Purpose | Alem's personal consulting/startup company |
| Involvement in LumisCare | NONE — deliberately separated to avoid conflicts |
| Address | Ilemoen 4A, 2040 Kløfta, Norway |
| Bank Account | Norwegian bank (not used for LumisCare) |
| Tax ID | Norwegian organization number |
| Role in Organization | Independent — Alem's other ventures |
CRITICAL NOTE: Basic AS is NOT part of LumisCare structure. Alem uses this entity for other business activities. All IP, contracts, and revenue related to LumisCare flow through Fast Constructions (USA) and SnowIT (Bosnia). This separation is intentional for:
- Legal liability segregation
- Tax optimization
- IP protection
- Non-compete/conflict of interest management (Alem works for UK company)
1.2 Fast Constructions (USA)
| Attribute | Detail |
|---|---|
| Legal Name | Fast Constructions (or Fast Truck Construction — verify exact legal name) |
| Jurisdiction | United States (state TBD — likely Delaware, Florida, or Texas) |
| Owner | TBD (Alem Basic? Partnership? Need clarification) |
| Purpose | US-based client-facing entity for LumisCare |
| Business Activity | Healthcare software provider, home care agency management |
| Bank Account | US bank account (verified active) |
| HIPAA Responsibility | YES — covered entity or business associate |
| Role | Client contracts, revenue collection, US market operations |
| Website | fasttruck-site/ (construction/trucking — separate from LumisCare?) |
| Contact | alhot614@gmail.com |
Questions to Resolve:
- Exact legal entity name and state of incorporation
- Ownership structure (sole proprietor, LLC, C-corp?)
- Relationship to Alem Basic (owner, contractor, partner?)
- Separate entity for construction/trucking vs LumisCare, or unified?
- EIN (Employer Identification Number)
- BAA (Business Associate Agreement) status with clients
Purpose in LumisCare:
- Signs client contracts with US home care agencies
- Receives payments from US customers
- Provides customer support and account management
- Acts as HIPAA-compliant entity in US market
- Responsible for US compliance (HIPAA, state regulations)
- Issues invoices, manages subscriptions
- US phone number, US-based support (appearance)
1.3 SnowIT (Bosnia)
| Attribute | Detail |
|---|---|
| Legal Name | SnowIT (exact legal name TBD — d.o.o.? j.d.o.o.?) |
| Jurisdiction | Bosnia and Herzegovina (Sarajevo) |
| Owners | Alem Basic + Asmir Merdžanović (partnership, % TBD) |
| Purpose | Software development company |
| Business Activity | Product development, technical operations, R&D |
| Domain | snowit.ba (secured, DNS not yet pointed) |
| snowit.ba email accounts (pending DNS setup) | |
| Contact | Asmir Merdžanović (asmirmc@gmail.com) |
| Team | 7 virtual agents (Amina, Emir, Lejla, Tarik, Nermin, Selma, Dženan) |
| Role | Builds LumisCare, provides development services to Fast Constructions |
| GitHub | johnatbasicas (transitioning to SnowIT org) |
Business Model:
- Development services provider (B2B)
- Contracted by Fast Constructions to build and maintain LumisCare
- May also build Bosnian Payment App as independent product
- Employs/contracts development team
- Owns development infrastructure, source code (depending on contract)
Questions to Resolve:
- Exact legal entity type (d.o.o., j.d.o.o., etc.)
- Registration number with BiH authorities
- Ownership split: Alem % vs Asmir %
- Employee vs contractor status of team members
- Tax ID (JIB - Jedinstveni identifikacioni broj)
- VAT registration status
1.4 LumisCare (Product Brand)
| Attribute | Detail |
|---|---|
| Legal Status | Trademark / brand name (not a legal entity) |
| Domain | lumiscare.com (registered to ALEM BASIC / BASIC AS on one.com, 105 NOK) |
| Operated By | Fast Constructions (USA) |
| Developed By | SnowIT (Bosnia) |
| IP Owner | TBD — critical question (see IP section below) |
| Website | johnatbasicas.github.io/lumiscare-site/ (GitHub Pages, DNS configured) |
| Tagline | "Run your agency, not your paperwork." |
| Market | US home care agencies |
Domain Registration Issue:
- lumiscare.com is registered to "ALEM BASIC / BASIC AS"
- But Basic AS is NOT involved in LumisCare operations
- Action Required: Transfer domain to Fast Constructions or clarify legal relationship
2. Organizational Structure Chart
┌─────────────────────────────────────────────────────────────────┐
│ ALEM BASIC │
│ (Individual) │
│ Ultimate Beneficial Owner │
└────────────────┬────────────────────────────────────────────────┘
│
│ Owns (100%)
↓
┌────────────────┐
│ BASIC AS │ ← NOT involved in LumisCare
│ (Norway) │ ← Separate ventures
└────────────────┘
┌────────────────┴────────────────┐
│ │
│ Owns/Controls (TBD %) │ Co-owns (TBD %)
↓ ↓
┌─────────────────────┐ ┌──────────────────────┐
│ FAST CONSTRUCTIONS │ │ SnowIT │
│ (USA) │ │ (Bosnia) │
│ │ │ │
│ • Client-facing │ │ • Development │
│ • Revenue │ │ • R&D │
│ • HIPAA entity │ │ • Team │
│ • US operations │ │ • Infrastructure │
└──────────┬──────────┘ └──────────┬───────────┘
│ │
│ │
│ Service Contract │
│◄─────────────────────────┤
│ "Build & maintain │
│ LumisCare software" │
│ │
│ │
│ Payment for Services │
├─────────────────────────►│
│ │
│ │
└──────────┬───────────────┘
│
│ Both operate under brand:
↓
┌─────────────────┐
│ LUMISCARE │
│ (Product/SaaS) │
│ │
│ • lumiscare.com │
│ • Customers │
│ • IP (TBD) │
└─────────────────┘
Relationship Summary:
- Alem Basic owns/controls both Fast Constructions (USA) and SnowIT (Bosnia)
- Fast Constructions operates LumisCare in US market
- SnowIT develops and maintains LumisCare software
- Contract between Fast Constructions ↔ SnowIT: Development services agreement
- Basic AS is kept entirely separate (liability, tax, conflict avoidance)
3. Capital & Money Flow
3.1 Revenue Flow (LumisCare)
US HOME CARE AGENCY (Customer)
↓ Subscription payment ($49-$199/month)
FAST CONSTRUCTIONS (USA)
↓ Development fee (% or fixed monthly)
SnowIT (BOSNIA)
↓ Salaries/payments
TEAM MEMBERS (Agents/contractors)
Simplified Example (Monthly, at scale):
- 10 customers × $99/month = $990 revenue (Fast Constructions)
- Development fee to SnowIT: e.g., $500/month (50% of revenue as cost)
- Fast Constructions net: $490/month
- SnowIT net: $500/month (pays team, infrastructure, taxes)
- 50% charity commitment: $245/month from Fast Constructions profit → charity
Questions to Resolve:
- What % of revenue goes from Fast Constructions → SnowIT?
- Fixed fee or revenue share?
- Who pays infrastructure costs (AWS, Vapi, etc.)? SnowIT or Fast Constructions?
- How is 50% charity commitment enforced legally?
- Profit distribution to Alem: when and how?
3.2 Payment Methods Between Entities
| From | To | Method | Frequency | Notes |
|---|---|---|---|---|
| US Customers | Fast Constructions (USA) | Stripe/credit card | Monthly | SaaS subscriptions |
| Fast Constructions (USA) | SnowIT (Bosnia) | Wire transfer (international) | Monthly | Development services |
| SnowIT (Bosnia) | Team members | TBD (salary, contractor payments) | Monthly | Depends on employment status |
| Fast Constructions (USA) | Charity | Wire/check | Quarterly or annual | 50% of net profit |
Tax Implications:
- Fast Constructions (USA): US corporate tax on net profit
- SnowIT (Bosnia): BiH corporate tax on revenue/profit
- Transfer pricing: Arms-length principle (SnowIT fee must be market rate)
- Alem personal income: Taxed in Norway when distributed
- Charity deduction: May reduce taxable income (US and BiH rules apply)
Action Required:
- Engage accountant (US) for Fast Constructions tax setup
- Engage accountant (Bosnia) for SnowIT tax setup
- Document transfer pricing methodology (avoid tax authority challenges)
- Set up charitable foundation or select recipient organizations
3.3 Infrastructure & Operating Costs
| Cost Category | Paid By | Estimated Monthly | Notes |
|---|---|---|---|
| AWS hosting (LumisCare) | SnowIT (billed to Fast Constructions?) | $500-800 | Scales with users |
| Vapi voice AI | SnowIT or Fast Constructions | $100-500 | Per usage |
| GitHub, domains, SaaS tools | SnowIT | $100-200 | Development tools |
| Customer support tools (Intercom) | Fast Constructions | $50-100 | Customer-facing |
| Team salaries/payments | SnowIT | TBD | Depends on structure |
| Marketing (ads, outreach tools) | Fast Constructions | $200-500 | Customer acquisition |
Total estimated burn: $1,000-2,500/month at launch phase (before significant revenue)
4. Intellectual Property (IP) Ownership
4.1 Critical IP Assets
| Asset | Current Owner | Intended Owner | Status |
|---|---|---|---|
| LumisCare source code | Unclear (GitHub: johnatbasicas) | TBD — Fast Constructions or SnowIT? | URGENT: Clarify |
| LumisCare brand/trademark | Unregistered | Fast Constructions (should own) | Register trademark |
| lumiscare.com domain | ALEM BASIC / BASIC AS | Fast Constructions (should own) | Transfer domain |
| Vapi voice integration | Vapi.ai (licensed) | License to Fast Constructions | License agreement |
| Database schema & data | TBD | Fast Constructions (customer data) | Document in contract |
| Design assets (UI/UX) | SnowIT (created by team) | License to Fast Constructions | Work-for-hire agreement |
| Documentation, guides | SnowIT | License to Fast Constructions | Work-for-hire |
| Future patents | TBD | Fast Constructions or Alem Basic | File within 60 days |
4.2 IP Strategy Recommendations
Option A: Fast Constructions Owns All IP (Recommended)
- Fast Constructions (USA) owns all LumisCare IP (code, brand, data)
- SnowIT (Bosnia) works as contractor under "work-for-hire" agreement
- All code, designs, documentation created by SnowIT → automatically owned by Fast Constructions
- Advantage: Clean ownership, easier to sell company, easier to secure US investment
- Disadvantage: SnowIT has no equity or IP leverage
Option B: SnowIT Owns Code, Fast Constructions Licenses It
- SnowIT owns source code
- Fast Constructions has exclusive license to use, modify, and sublicense
- Advantage: SnowIT retains asset value, can potentially resell tech to other markets
- Disadvantage: Complex licensing terms, potential disputes, harder to attract US investors
Option C: Joint Ownership (Not Recommended)
- Both entities co-own IP
- Requires both parties' consent for major decisions
- Disadvantage: Creates legal complexity, potential deadlocks, investor red flag
DECISION REQUIRED: Alem must choose Option A or B and document in contract.
Recommendation: Option A — Fast Constructions owns all IP, SnowIT works for hire. Clean, simple, investor-friendly.
4.3 Work-for-Hire Agreement Template (if Option A)
DEVELOPMENT SERVICES AGREEMENT
Between: Fast Constructions (USA) ("Client")
And: SnowIT (Bosnia) ("Developer")
1. SCOPE OF WORK
Developer agrees to design, develop, and maintain LumisCare software
as specified by Client.
2. INTELLECTUAL PROPERTY
All work product, including but not limited to source code, documentation,
designs, databases, and algorithms, created by Developer under this Agreement
shall be considered "work made for hire" and shall be the sole and exclusive
property of Client.
3. ASSIGNMENT
To the extent any work product does not qualify as work made for hire,
Developer hereby irrevocably assigns all right, title, and interest in such
work product to Client.
4. COMPENSATION
Client shall pay Developer [AMOUNT] per month / [% of revenue] for services.
5. CONFIDENTIALITY
Developer shall maintain confidentiality of all proprietary information.
6. TERM
This Agreement shall commence on [DATE] and continue until terminated by
either party with [30/60/90] days written notice.
Action Required:
- Draft formal Development Services Agreement (lawyer review)
- Define compensation model (fixed monthly vs revenue share vs hybrid)
- Execute agreement and keep signed copy in records
- Transfer GitHub repos from johnatbasicas → Fast Constructions organization
- Transfer lumiscare.com domain ownership
4.4 Patent Strategy
Patentable Innovation: Real-time AI clinical participation + video + home health forms (Vapi voice-to-assessment)
| Milestone | Deadline | Owner | Status |
|---|---|---|---|
| File US Provisional Patent | Within 60 days (by ~March 28, 2026) | Fast Constructions or Alem Basic | URGENT |
| Identify patent attorney | 2 weeks | Dženan | Research phase |
| Draft patent application | 4 weeks | Attorney + Lejla (tech) | Pending |
| File provisional | 6-8 weeks | Attorney | Pending |
| Convert to full utility patent | Within 12 months of provisional | Attorney | Future |
Cost Estimate:
- Provisional patent: $3,000-$6,000
- Full utility patent: $50,000-$110,000 over 3 years
- International (PCT): +$50,000-$100,000
Owner Decision:
- If Fast Constructions files → US entity owns patent, easier for US investors
- If Alem Basic (individual) files → personal asset, portable across ventures
- Recommendation: Fast Constructions owns patent (aligns with IP strategy)
Attorneys:
- Fish & Richardson (US)
- Finnegan (US)
- Bryn Aarflot (Norway) — if Alem wants Norwegian entity involvement
5. Liability & Risk Protection
5.1 Liability Segregation Strategy
Purpose: Protect Alem's personal assets and isolate risks to specific entities.
| Risk Type | Exposed Entity | Protection Mechanism |
|---|---|---|
| HIPAA breach / data loss | Fast Constructions (USA) | Limited liability entity (LLC/Corp), cyber insurance, corporate veil |
| Customer lawsuit (US) | Fast Constructions (USA) | Professional liability (E&O) insurance, legal entity separation |
| Employment/contractor issues | SnowIT (Bosnia) | BiH labor law compliance, contractor agreements |
| BiH regulatory issues | SnowIT (Bosnia) | Separate entity from US operations |
| Personal liability (Alem) | Basic AS or personal assets | Corporate veil, separate bank accounts, no personal guarantees |
Key Principle: Maintain corporate veil — never commingle funds, always act in entity's name, document all decisions.
5.2 Insurance Requirements
| Insurance Type | Entity | Status | Priority | Estimated Cost |
|---|---|---|---|---|
| Cyber liability | Fast Constructions | REQUIRED before GA | Critical | $2,000-5,000/year |
| Professional liability (E&O) | Fast Constructions | REQUIRED before first client | Critical | $1,500-3,000/year |
| General liability | Fast Constructions | Recommended | High | $500-1,000/year |
| D&O insurance | Fast Constructions + SnowIT | For future (post-investment) | Medium | $3,000-10,000/year |
| Business interruption | SnowIT | Optional | Low | $1,000-2,000/year |
Action Required:
- Dženan researches cyber liability providers (US + BiH) — by Month 2
- Obtain quotes for E&O and cyber insurance — before first customer
- Purchase policies before GA launch
5.3 Corporate Compliance Checklist
Fast Constructions (USA)
- Confirm legal entity type (LLC, C-corp, S-corp)
- File Articles of Incorporation (if not already done)
- Obtain EIN (Employer Identification Number) from IRS
- Register for state sales tax (if applicable)
- Open corporate bank account (verify already done)
- Adopt bylaws or operating agreement
- Issue stock or membership certificates (if applicable)
- File annual report with state
- Maintain registered agent
- Maintain corporate records (minutes, resolutions)
- HIPAA compliance: BAA templates, privacy policy, security policies
SnowIT (Bosnia)
- Confirm legal entity type (d.o.o., j.d.o.o., etc.)
- Register with BiH company registry
- Obtain JIB (tax ID)
- Register for VAT (if applicable)
- Open corporate bank account
- Adopt articles of association
- Register employees or contractors (labor law compliance)
- File annual financial statements
- Maintain corporate records
Responsible: Dženan (compliance tracking) + Alem (decision-making)
6. Contracts & Agreements Framework
6.1 Inter-Company Agreements Required
| Agreement | Parties | Purpose | Status |
|---|---|---|---|
| Development Services Agreement | Fast Constructions ↔ SnowIT | Define IP, payment, deliverables | DRAFT URGENTLY |
| IP Assignment Agreement | SnowIT → Fast Constructions | Transfer all IP to Fast Constructions | DRAFT URGENTLY |
| Non-Compete / Non-Solicitation | SnowIT ↔ Fast Constructions | Prevent conflicts | Recommended |
| Data Processing Agreement (DPA) | Fast Constructions ↔ SnowIT | HIPAA/GDPR compliance | REQUIRED |
| Reseller Agreement | (Future) Fast Constructions ↔ Partners | If resellers added | Future |
6.2 Customer-Facing Agreements (Fast Constructions)
| Agreement | Purpose | Status |
|---|---|---|
| Terms of Service | Legal terms for LumisCare users | Draft by Month 2 |
| Privacy Policy | HIPAA-compliant privacy notice | Draft by Month 2 |
| Business Associate Agreement (BAA) | HIPAA compliance with customers | Template ready by Month 2 |
| Subscription Agreement | Pricing, cancellation, refunds | Integrated with Stripe |
| SLA (Service Level Agreement) | Uptime guarantees for Enterprise | Template by Month 6 |
6.3 Vendor/Third-Party Agreements
| Vendor | Agreement | Status |
|---|---|---|
| AWS | Cloud services + BAA | BAA signed (HIPAA eligible) |
| Vapi.ai | Voice AI API + BAA | Verify BAA status |
| Stripe | Payment processing + BAA | BAA available, sign before processing payments |
| Intercom/Crisp | Support chat + BAA | Verify BAA status |
| Twilio | SMS/OTP + BAA | BAA available |
| Auth0/Clerk | Authentication + BAA | BAA required if handling PHI |
Action Required:
- Audit all third-party vendors for BAA requirements
- Sign BAAs with all vendors handling PHI
- Maintain vendor BAA register (Dženan responsibility)
7. Tax Structure & Optimization
7.1 Tax Jurisdictions
| Entity | Tax Jurisdiction | Corporate Tax Rate | Filing Deadlines |
|---|---|---|---|
| Basic AS (Norway) | Norway | 22% | Annual (not relevant for LumisCare) |
| Fast Constructions (USA) | US Federal + State | 21% federal + 0-9% state | Quarterly estimated, annual return |
| SnowIT (Bosnia) | Bosnia & Herzegovina | 10% (corporate income tax) | Quarterly or annual |
| Alem Basic (individual) | Norway | Progressive (up to ~50% on income) | Annual |
7.2 Transfer Pricing Considerations
Issue: When Fast Constructions (USA) pays SnowIT (Bosnia) for development services, the amount must be at "arm's length" (market rate) to avoid tax authority challenges.
Risk: If payment is too high → Fast Constructions reduces taxable profit in US (tax avoidance appearance) Risk: If payment is too low → SnowIT reduces taxable profit in BiH (tax avoidance appearance)
Solution:
- Benchmark comparable development services rates (BiH software developers)
- Document pricing rationale (hours, rates, market comparisons)
- Use cost-plus or comparable uncontrolled price method
- Keep detailed records of work performed
- Engage transfer pricing advisor if revenue exceeds $1M/year
Recommended Approach (Early Stage):
- SnowIT charges $50-100/hour for development work (market rate for BiH developers)
- OR fixed monthly retainer: $3,000-$10,000/month depending on scope
- Document actual hours worked by team
- Invoice monthly with detailed breakdown
7.3 Charitable Donation Strategy (50% Commitment)
Commitment: 50% of all profits donated to charity.
Questions to Answer:
- Profits of which entity? Fast Constructions, SnowIT, or both?
- Net profit after tax, or before tax?
- Annual or quarterly donations?
- Specific charities or discretionary?
- Public commitment (marketing) or private?
Recommendation:
- 50% of Fast Constructions (USA) net profit → US-registered charities (tax deductible)
- Donations made annually (easier accounting)
- Specific focus areas: healthcare access, underserved communities (aligns with brand)
- Public commitment — use as marketing differentiator ("Healthcare software that gives back")
- Establish charitable foundation (DAF) once profits reach significant scale
Tax Benefit:
- US: Charitable donations deductible up to 10% of corporate taxable income (C-corp) or 50% (pass-through)
- Bosnia: Limited deductibility (consult BiH accountant)
- Norway (Alem personal): Donations deductible up to ~12,000 NOK/year
Marketing Messaging:
- "Every dollar you pay helps provide healthcare to underserved communities."
- "50% of profits → charity. We care about your patients AND your community."
- Annual transparency report: "This year we donated $X to [charities]."
8. Governance & Ownership Control
8.1 Decision-Making Authority
| Decision Type | Fast Constructions (USA) | SnowIT (Bosnia) | Alem Basic |
|---|---|---|---|
| Strategic direction | Board/Owner | Board/Owners | Final authority |
| Operational (LumisCare) | Management | Contract scope | Delegated to John |
| Hiring/firing | (If employees) | Asmir + Alem | Alem approval |
| Capital allocation | Owner | Owners | Alem controls |
| IP decisions | Owner | Per contract | Alem decides |
| Major contracts | Owner approval | Owner approval | Alem signs off |
Key Principle: Alem maintains control over both entities. No major decisions without his approval.
8.2 Ownership Scenarios to Clarify
Scenario A: Alem 100% Owner of Both
- Alem owns 100% of Fast Constructions (sole proprietor or 100% shareholder)
- Alem owns majority % of SnowIT (co-ownership with Asmir, e.g., 70/30 or 50/50)
- Advantage: Full control, simple
- Disadvantage: If SnowIT is 50/50 with Asmir, potential for deadlock
Scenario B: Separate Investors
- Fast Constructions may raise US investment (dilutes Alem's ownership)
- SnowIT remains private (Alem + Asmir)
- Advantage: Capital without diluting SnowIT
- Disadvantage: Complex, investors may want IP ownership clarity
Scenario C: Holding Company Structure (Future)
- Create holding company (Norway or US) that owns both Fast Constructions and SnowIT
- Alem owns holding company
- Advantage: Clean structure for investors, centralized control
- Disadvantage: Added complexity and cost
Current Recommendation: Start with Scenario A — simple, defer holding company until Series A.
8.3 Asmir Merdžanović Partnership Terms (SnowIT)
Questions to Resolve:
- What % does Asmir own in SnowIT?
- What is Asmir's role? (Partner, employee, contractor, advisor?)
- Does Asmir have decision-making authority or is he minority partner?
- Vesting schedule? (e.g., 4-year vest with 1-year cliff)
- Exit/buyout terms if partnership dissolves
- Non-compete clause?
- IP assignment from Asmir to SnowIT?
Recommendation:
- Formalize partnership agreement in writing (if not already done)
- Clarify roles, ownership %, decision authority
- Include buyout clause (e.g., "Either party can buy out the other at fair market value")
- Asmir focuses on Bosnia operations, Alem on strategy + US market
9. Compliance & Regulatory
9.1 HIPAA Compliance (Fast Constructions)
Status: Framework designed, not yet audited.
Requirements:
- Privacy Rule: Privacy policy, patient rights, minimum necessary
- Security Rule: Risk assessment, access controls, encryption, audit logs
- Breach Notification Rule: 60-day notification process
- Business Associate Agreements: Sign BAAs with all vendors
- HIPAA training: Annual training for anyone accessing PHI
- Risk assessment: Annual security risk assessment
- Policies & procedures: Written policies for privacy and security
Responsible: Dženan (compliance) + Tarik (technical testing)
Timeline:
- Month 2: Draft all HIPAA policies
- Month 3: Complete security risk assessment
- Month 4: Sign all vendor BAAs
- Month 5: Conduct internal HIPAA training
- Month 6: SOC 2 Type II audit (HIPAA controls included)
9.2 PSD2/PCI-DSS Compliance (SnowIT — Payment App)
Status: Planning phase (future product).
Requirements:
- PSD2: Strong Customer Authentication, open banking APIs, TPP framework
- PCI-DSS: Network segmentation, encryption, quarterly scans, annual audit
- BiH Banking Agency: Payment institution license (€125K minimum capital)
- AML/KYC: Customer identification, sanctions screening, STR reporting
Responsible: Dženan + Lejla (architecture)
Timeline: Not immediate (LumisCare is priority), but begin regulatory research Month 3.
9.3 Employment Law & Contractor Agreements
SnowIT (Bosnia):
- If agents are employees: Register with BiH labor authorities, pay social contributions
- If agents are contractors: Draft contractor agreements, no social contributions
- Hybrid: Some employees (Asmir?), most contractors
Recommendation: Start as contractors, transition to employees when profitable.
Fast Constructions (USA):
- Currently no employees (all work done by SnowIT)
- If hiring US sales rep: W-2 employee or 1099 contractor?
- Recommendation: Start as 1099 contractor (part-time), convert to W-2 if full-time
10. Exit & Succession Planning
10.1 Exit Scenarios
| Scenario | Probability | Impact on Structure |
|---|---|---|
| Acquisition by US healthcare company | Medium (if successful) | Buyer acquires Fast Constructions (USA) + IP; SnowIT contract terminates or transitions |
| SnowIT becomes independent product company | Low | SnowIT builds other products, reduces dependency on Fast Constructions |
| Alem exits to start new venture | Low | Sell both entities or appoint CEO to run |
| Asmir buys out Alem's SnowIT stake | Medium | Alem retains Fast Constructions, Asmir owns SnowIT 100% |
| Merger with larger entity | Low | Complex, depends on terms |
10.2 Acquisition-Ready Checklist
To maximize acquisition value, structure should be clean:
- IP ownership: 100% clear (Fast Constructions owns all LumisCare IP)
- Customer contracts: All signed, no disputes
- Vendor contracts: All BAAs and agreements in place
- No litigation: Clean legal history
- Financial records: Audited or reviewed financials (GAAP/IFRS)
- Compliance: SOC 2 Type II, HIPAA compliance documented
- Team: Key employees under contract or transition plan
- Metrics: Proven revenue, retention, growth
Target acquirers (LumisCare):
- Large EHR vendors (Epic, Cerner, Allscripts)
- Home health platforms (WellSky, Homecare Homebase, ClearCare)
- Healthcare AI companies (Nuance/Microsoft, etc.)
10.3 Succession Plan
If Alem exits or becomes unavailable:
| Role | Current | Successor Plan |
|---|---|---|
| Owner (Fast Constructions) | Alem Basic | Appoint CEO or sell |
| Owner (SnowIT) | Alem + Asmir | Asmir assumes majority control OR buy-sell agreement |
| Director (John) | John (AI) | John continues, reports to new owner |
| Team leadership | Amina Hadžić | Amina or external hire (PM/COO) |
Recommendation: Draft buy-sell agreement between Alem and Asmir for SnowIT.
11. Action Items & Next Steps
Immediate (Week 1-2)
- Clarify Fast Constructions legal status (Alem: confirm entity type, state, ownership)
- Clarify SnowIT legal status (Alem + Asmir: confirm entity type, ownership %)
- Draft Development Services Agreement (SnowIT ↔ Fast Constructions)
- Transfer lumiscare.com domain from Basic AS to Fast Constructions
- Choose IP ownership model (Option A recommended: Fast Constructions owns all)
Short-Term (Month 1-2)
- Execute Development Services Agreement (signed by both parties)
- File IP Assignment Agreement (if Option A)
- Engage US accountant for Fast Constructions tax setup
- Engage BiH accountant for SnowIT tax setup
- Open separate bank accounts (confirm Fast Constructions already has one)
- Draft customer-facing agreements (ToS, Privacy Policy, BAA)
- Audit all vendors for BAA requirements
Medium-Term (Month 3-6)
- File provisional patent (within 60 days from Jan 28, 2026)
- Purchase cyber liability + E&O insurance (before first customer)
- Complete HIPAA compliance framework (policies, risk assessment, BAAs)
- SOC 2 Type II audit (begin Month 6)
- Formalize Asmir partnership agreement (if not already done)
- Transfer GitHub repos to Fast Constructions organization
- Establish charitable giving process (select charities, set up DAF)
Long-Term (Month 6-12)
- File full utility patent (within 12 months of provisional)
- Consider holding company structure (if raising Series A)
- Review transfer pricing (if revenue exceeds $1M/year)
- Audit corporate compliance (annual filings, records, governance)
12. Document Control
| Version | Date | Changes | Author |
|---|---|---|---|
| 1.0 | 2026-01-28 | Initial document | John + Dženan |
Next Review: 2026-04-01 (quarterly)
Owner: Alem Basic Maintained By: John (Director) + Dženan Rizvanović (Risk & Compliance)
Distribution: Alem Basic, Asmir Merdžanović (SnowIT partner), legal/tax advisors (as needed)
End of Legal Structure Document
This document is foundational. All other organizational documents reference this structure.
ALAI Holding AS — Certificate of Ownership (Eierskapsbevis)
Certificate of Ownership
This document certifies that Alem Bašić (born 11.04.1973) is the sole owner (eneeier) of ALAI HOLDING AS (org.nr. 932 516 136).
Source: Verified against Brønnøysundregistrene on April 2, 2026.
PDF certificate attached below.